OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB Number:
3235-0145
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October 31, 1997
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
GRANT GEOPHYSICAL, INC.
(Name of Issuer)
$2.4375 Convertible Preferred Stock
(Title of Class of Securities)
388085201
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, 18th Floor
New York, New York 10176, Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement
. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the Following Pages)
Page 1 of 9 Pages
SCHEDULE 13D
CUSIP No. 388085201
Page 2 of 9 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited
Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
416,564
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
416,564
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.31%
14
TYPE OF REPORTING PERSON*
PN*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 17
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 388085201
Page 3 of 9 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westgate International, L.P., a Cayman Islands
Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
282,050
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
282,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.08%
14
TYPE OF REPORTING PERSON*
PN*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 17
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 388085201
Page 4 of 9 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martley International, Inc., a Delaware corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
282,050
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
282,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.08%
14
TYPE OF REPORTING PERSON*
CO*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 17
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
This statement is filed pursuant to Rule 13d-2(a)
with respect to securities beneficially
owned by the reporting persons specified herein as of August 30,
1996 and amends the Schedule 13D,
as amended, previously filed with respect to securities
beneficially owned by the reporting persons as of
April 4, 1996 (the "Schedule 13D"). Except as set forth herein,
the Schedule 13D is hereby restated in
its entirety.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott
Associates, L.P., a Delaware limited partnership, and its
wholly-owned subsidiaries ("Elliott"), Westgate
International, L.P., a Cayman Islands limited partnership
("Westgate"), and Martley International, Inc.,
a Delaware corporation ("Martley"). Paul E. Singer ("Singer")
and Braxton Associates, L.P., a New
Jersey limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of
Elliott. Hambledon, Inc., a Cayman Islands corporation
("Hambledon"), is the sole general partner of
Westgate. Martley is the investment manager for Westgate.
Martley expressly disclaims equitable
ownership of and pecuniary interest in any Preferred Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York
10019.
The principal business of Elliott is to purchase,
sell, trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue,
36th Floor, New York, New York
10019.
Singer's principal occupation or employment is
that of serving as general partner
of Elliott and Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 1086
Teaneck Road, Teaneck, New Jersey
07666.
The principal business of Braxton LP is the
furnishing of investment advisory
services.
The names, business addresses, and present
principal occupation or employment
of the general partners of Braxton LP are as
follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and
Braxton LP and President of
Martley
Braxton
Associates, Inc.
1086 Teaneck Road
Teaneck, New Jersey 07666
The principal business of Braxton
Associates, Inc. is serving as
general partner of Braxton LP
The name, business address, and present
principal occupation or employment
of each director and executive officer of Braxton
Associates, Inc. are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and
Braxton LP and President of
Martley
WESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank
Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street,
Grand Cayman, Cayman Islands,
British West Indies.
The principal business of Westgate is to purchase,
sell, trade and invest in securities.
The name, business address, and present principal
occupation or employment of the
general partner of Westgate are as follows:
NAME
ADDRESS
OCCUPATION
Hambledon, Inc.
Hambledon, Inc.
c/o Midland Bank Trust
Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
The principal business of
Hambledon is serving as general
partner of Westgate
HAMBLEDON, INC.
The name, business address, and present
principal occupation or employment
of each director and executive officer of Hambledon
are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, NY 10019
General partner of Elliott
and Braxton LP and
President of Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 1086 Teaneck
Road, Teaneck, New Jersey 07666.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each
director and executive officer of Martley are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, NY 10019
General partner of Elliott
and Braxton LP and
President of Martley
(d) and (e) During the last five years, none of the
persons or entities above has been
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii)
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or
finding any violation with respect to such laws.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Preferred
Stock beneficially owned by it in
the ordinary course of its trade or business of purchasing,
selling, trading and investing in securities.
Martley has acted as investment manager with respect to
Westgate's acquisition of its Preferred
Stock.
Depending upon market conditions and other factors
that it may deem material, each
of Elliott and Westgate may purchase additional Preferred Stock
or may dispose of all or a portion
of the Preferred Stock that it now beneficially owns or may
hereafter acquire.
On August 23, 1996, Westgate and Elliott entered
into a non-binding letter of intent
(the "Letter of Intent") with the Issuer pursuant to which
Westgate and Elliott would invest up to
$20,000,000 in the Issuer on terms permitting the investment to
be exchanged for shares of a new
class of convertible preferred stock of the Issuer, which would
be convertible into shares of common
stock of the Issuer according to a specified formula. The Letter
of Intent, which is annexed hereto
as an exhibit, contemplates that the Issuer will nominate as
directors both George Elvin and a
1designee of two current directors.
Except as set forth herein, none of Elliott,
Westgate or Martley has any plans or
proposals which relate to or would result in any of the actions
set forth in subparagraphs (a) through
(j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 416,564 shares of
Preferred Stock, representing 19.31%
of the class of Preferred Stock.
Westgate beneficially owns 282,050 shares of
Preferred Stock, representing 13.08%
of the class of Preferred Stock.
(b) Elliott has the power to vote or direct the
vote of, and to dispose or direct the
disposition of, the Preferred Stock beneficially owned by it.
Westgate has the shared power with Martley to vote
or direct the vote of, and to
dispose or direct the disposition of, the Preferred Stock owned
by Westgate. Information regarding
each of Westgate and Martley for the purposes of subparagraph (b)
of this Item 5 is set forth in Item
2 above and expressly incorporated by reference herein.
(c) None of the reporting persons has effected any
transaction in the Preferred Stock
during the past sixty (60) days.
(d) No person other than Elliott has the right to
receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Preferred Stock owned by
Elliott.
No person other than Westgate has the right to
receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Preferred Stock beneficially
owned by Westgate and Martley.
(e) Not applicable.
ITEM 7. Material To Be Filed As Exhibit
Exhibit A - Letter dated August 23, 1996 from
Elliott Associates, L.P. to Grant
Geophysical, Inc.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned
each certifies that the information with respect to it set forth
in this statement is true, complete, and
correct.
Dated: August 30, 1996 ELLIOTT ASSOCIATES,
L.P.
By:
Jon Pollock
Authorized Signatory
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:
Jon Pollock
Authorized Signatory
MARTLEY INTERNATIONAL, INC.
By:
Jon Pollock
1 Authorized Signatory
EXHIBIT A
ELLIOTT ASSOCIATES, L.P.
712 Fifth Avenue
New York, New York 10019
August 23, 1996
Grant Geophysical, Inc.
16850 Park Row
Houston, Texas 77084
Gentlemen:
As a result of our ongoing discussions and recent due diligence,
we are pleased to offer this letter
of intent for a financing proposal (the "Financing") to the Board
of Directors of Grant Geophysical.
This supersedes our proposal of August 21.
The maximum aggregate amount of the financing would be
$20,000,000. The financing would be
provided by Elliott Associates, L.P., Westgate International
Limited or affiliates of these entities
(individually or collectively, the "Investors"). At the closing
of the Financing, the Investors will
purchase $10M of Senior Secured Exchangeable Debt, as defined
below. Upon satisfaction of the
Subsequent Conditions, as defined below, the Investors will
purchase up to an additional $10M of
such debt, at the option of the Company.
I. SENIOR SECURED EXCHANGEABLE DEBT:
a) Six month term per $5M tranche.
b) Interest paid quarterly at an annual rate of fifteen
percent (15%). Interest payable in cash or
in kind. If Subsequent Conditions do not occur, interest rate,
including on overdue interest, rises
to highest rate allowable under applicable law.
c) Secured by a first lien on all currently unencumbered
assets of Grant Geophysical and its
subsidiaries.
d) Upon satisfaction of the Subsequent Conditions, the Senior
Secured Exchangeable Debt will
be exchanged into Convertible Preferred, subject to the following
conditions: $5M exchanged
immediately, an additional $5M exchanged on the date which is the
sooner of 3 months after
satisfaction of Subsequent Conditions, or the date on which the
first $5M is fully converted.
Exchangeability of Debt issued after Subsequent Conditions are
met will be the sooner of 6 months
after the satisfaction of Subsequent Conditions for the third $5M
and 9 months after the satisfaction
of Subsequent Conditions for the fourth $5M or earlier if all
existing Convertible Preferred is
converted. Notwithstanding the preceding, additional $5M amounts
may be exchanged sooner upon
mutual consent of the Company and the Investors.
II. CONVERTIBLE PREFERRED:
a) Ranks pari passu with all other existing senior preferred
stock.
b) Convertible into common stock at 80% of the actual sales
proceeds of common stock by
Investors. Initially only $1M of Convertible Preferred shall be
convertible. After such amount is
converted, the balance shall be convertible, but at any point in
time not an amount which would
cause the Investors to be required to report beneficial ownership
of 25% or more of the common
stock under SEC rules, subject to certain exceptions.
c) 12% dividend payable quarterly in cash or common stock
which is valued at 95% of market
value over averaging period.
III. THE FINANCING WILL ALSO BE SUBJECT TO THE FOLLOWING
CONDITIONS:
a) Investor satisfaction with adequacy of receivable reserves
and level of capitalized costs at or
prior to the closing.
b) Board approval required for capital expenditures over $1M.
c) The Board of Directors cannot exceed seven (7) members, and
George Tilley, Harvey Attra,
Michael Adcock, Orville Gaither will stand for election at the
meeting described under Subsequent
Conditions. Orville Gaither and Harvey Attra will select another
independent director.
d) The Company will replace Doug Stewart with George Elvin as
a nominee for preferred stock
director. The Company will nominate Stewart to stand for
election as a common director.
e) Legends will be removed from all shares after 40 days.
f) No material adverse change.
Limitations on additional issuance of common stock or
convertibles while the Convertible
Preferred or Senior Secured Exchangeable Debt is outstanding.
IV. THE SUBSEQUENT CONDITIONS ARE:
a) The common shareholders must approve, by no later than
October 31, 1996, the transactions
described herein and also approve the authorization and issuance
of an additional 60 million common
shares.
b) Grant shall have put forward for a vote by holders of
Grant's $2.4375 Preferred, at the same
time as the above described vote of common shareholders, a
proposal amending the terms of that
Preferred to enable Grant to pay future dividends as well as
existing and future dividend arrearages
in the form of common stock at the discretion of Grant, such
stock valued at 95% of market value
over averaging periods, and also the election of George Elvin as
a preferred stock director.
c) No material adverse change.
Please be advised that this offer will be withdrawn if not
accepted by 5:00 PM Eastern Time on
August 26, 1996.
This letter of intent is intended to be non-binding.
Consummation of the transactions referred to
above is subject to the execution of mutually acceptable
documentation and further due diligence
(particularly as to securities and corporate law issues).
Grant will reimburse the Investors for their reasonable
out-of-pocket legal and other costs in
connection with this transaction, to the extent incurred after
Grant's acceptance hereof, whether or
not a closing occurs, but not to exceed $100,000.
We hope to hear from you soon.
Sincerely,
Jon Pollock
Accepted by:
GRANT GEOPHYSICAL, INC.
Name: GEORGE TILLEY
Date: AUGUST 26, 1996
